This paper discusses the use of film in teaching the composing process to students. Beginning with a description of the composing process in general, it continues with a discussion of problem-solving, composing, and film, using "The Shopping Bag Lady" as an illustrative film. This is followed by a consideration of how to use film to generate form in the prewriting stage of composing and some specific suggestions for its use in the directing of the middle or writing stages of composing. The paper concludes with a description of the advantages of using short films in writing classes. (TJ)